10-20-2025 City Council Agenda and Packet Special MeetingA.12:00 P.M. - CALL TO ORDER (Pledge of Allegiance)
B.GENERAL BUSINESS
B.1 Approve Agreements for Avienda Apartments (Planning Project 2025-08)
C.ADJOURNMENT
AGENDA
CHANHASSEN CITY COUNCIL
MONDAY, OCTOBER 20, 2025
CITY COUNCIL CHAMBERS, 7700 MARKET BOULEVARD
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City Council Item
October 20, 2025
Item Approve Agreements for Avienda Apartments (Planning Project 2025-08)
File No.Item No: B.1
Agenda Section GENERAL BUSINESS
Prepared By Eric Maass, Community Development Director
Reviewed By Laurie Hokkanen
SUGGESTED ACTION
"The Chanhassen City Council approves the attached agreements related to the Avienda Apartment
development project with minor modifications as may be approved by the City Attorney."
Motion Type Simple Majority Vote of members present
Strategic
Priority Development & Redevelopment
SUMMARY
The Avienda Apartments project has obtained all necessary zoning entitlements required for its
construction. Aspects of the project require additional agreements between the city and developer,
some of which are conditions of prior approvals. Those agreements include the following:
Parking Deferment Agreement. Pursuant to city code section 20-1124.5 a total of 726 parking
spaces are required for the development. The owner has approval to construct 633 parking spaces
with a deferment of 93 parking spaces. If an applicant can demonstrate that the anticipated actual
need for parking spaces is less than what is required by city code, the additional spaces can be
deferred through a parking deferment agreement, so long as the development shows where the
additional parking stalls could be constructed, still in accordance with city code. This is referred
to as a "proof of parking". Through the parking deferment agreement, the City retains sole
discretion to determine if the additional parking must be constructed and provides the terms for
when and how that additional parking is to be constructed if deemed necessary by the City.
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Public Pedestrian Access Easement Agreement. A condition of site plan approval is that a
public trail be provided around the perimeter of the building. That trail is included on the
approved plans. The public access easement agreement is the mechanism to ensure public access
to that trail, as well as maintenance stipulations, are established. The City is not assuming any
ongoing maintenance responsibilities of the trail.
Trail and Signs Encroachment Agreement. The development project will feature wayfinding
and monument signs on site as well as a trail which is open to the public through a public access
easement. These encroachment agreements establish the ability and terms associated with placing
those privately owned signs on private property as well as the public trail, but within a city
easement.
Private Road and Sidewalk Encroachment Agreement. The agreement will encompass all
remaining private improvements proposed to be constructed within city drainage and utility
easements as shown on the Avienda Apartments plat. Private improvements include portions of
Kestral Drive, sidewalk, and parking spaces.
Temporary Construction Easement Agreement - Regional Pond and Avienda Parkway.
This agreement establishes terms between Level 7 Development LLC and Avienda Apartments
Owner, LLC as it relates to the construction of the Avienda Regional Pond and the ability for
Avienda Apartments Owner, LLC to construct the permanent regional pond in the event Level 7
Development does not construct the pond. This agreement also establishes the City of
Chanhassen as a third-party beneficiary with the absolute right, but not the obligation, to exercise
any and all rights, remedies, and privileges granted to the Grantee (Avienda Apartments Owner,
LLC) for the purposes of constructing the regional pond in the event the other two parties do not
do so.
Temporary Construction Easement Agreement - Temporary Stormwater Pond. This
agreement establishes terms between Level 7 Development LLC and Avienda Apartments Owner
LLC as it relates to the ability to temporarily discharge, drain, and convey stormwater runoff both
during and after construction into the temporary stormwater pond. This is a condition of city plat
approval. This agreement also establishes the City of Chanhassen as a third-party beneficiary
with the absolute right, but not the obligation, to exercise any and all rights, remedies, and
privileges granted to the Grantee (Avienda Apartments Owner, LLC) for the purposes of
constructing the temporary stormwater pond in the event the other two parties do not do so.
Temporary Drainage Easement Agreement - Temporary Stormwater Pond. This agreement
establishes terms between Level 7 Development, LLC and Avienda Apartments Owner, LLC for
the granting of a temporary easement for the purposes of discharging, draining, and conveying
stormwater runoff, both during and after construction, from the Avienda Apartments Owner, LLC
property over, across, and through the established easement area.
Permanent Drainage and Utility Easement. This document grants the City a permanent
drainage and utility easement for public drainage and utility purposes over portions of the Plat of
Avienda Apartments.
Third Amendment and Declaration Estoppel to Reciprocal Easements and Operating
Agreement (REOA). As a property owner within Avienda the City is party to any agreements
which alters the shared REOA. This agreement modifies the REOA to incorporate common area
improvements associated with the Avienda Apartments project.
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Declaration Estoppel to Reciprocal Easements and Operating Agreement (REOA). As a
property owner within Avienda the City is party to any agreements which alters the shared
REOA. This declaration estoppel certifies that the city to the best of its actual knowledge that its
property is in compliance with and has not defaulted on the terms of the REOA.
Temporary Stormwater Maintenance Agreement - This is a standard agreement required by
the city to establish maintenance responsibilities associated with private stormwater
infrastructure.
BACKGROUND
DISCUSSION
BUDGET
RECOMMENDATION
Staff recommends approval of the attached agreements subject to revisions as may be approved by the
City Manager and City Attorney.
ATTACHMENTS
Parking Deferment Agreement
Permanent Drainage and Utility Easement Agreement
Temporary Construction Easement Agreement - Temporary Pond
Temporary Drainage Easement Agreement
Temporary Construction Easement Agreement - Regional Pond and Avienda Parkway
Declaration Estoppel for Reciprocal Easements and Operating Agreement
Public Pedestrian Access Easement
Trail and Signs Encroachment Agreement
Third Amendment to Reciprocal Easements and Operating Agreement
Temporary Stormwater Maintenance Agreement
Private Road and Sidewalk Encroachment Agreement
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PARKING DEFERMENT AGREEMENT
THIS PARKING DEFERMENT AGREEMENT (the “Agreement”) dated
______________, 2025, is entered into by and between the CITY OF CHANHASSEN, a
Minnesota municipal corporation (“City”), and AVIENDA APARTMENTS OWNER, LLC, a
Delaware limited liability company (“Owner”).
RECITALS
A. Owner is the fee owner of certain real property located in the City of Chanhassen,
Carver County, Minnesota and legally described as:
Lot 1, Block 1, Avienda Apartments, according to the recorded plat thereof, Carver
County, Minnesota.
(the “Subject Property”).
B. Owner is constructing a 412-unit multi-family apartment on the Subject Property
(the “Development”).
C. Pursuant to Section 20-1124.5 of the City Zoning Ordinance in and for the City of
Chanhassen, 726 parking spaces are required for the Development on the Subject
Property. The Owner is constructing 633 parking spaces on the Subject Property.
The Owner is requesting deferment for 93 parking spaces (the “Proof of Parking”).
D. Owner has demonstrated that: (i) the Development will have a parking demand less
than the required parking under Section 20-1124.5 of the Zoning Ordinance and (ii)
the Subject Property has sufficient property area under the same ownership to
accommodate expansion of parking facilities to meet minimum requirements of the
Zoning Ordinance if the parking demand exceeds the actual on-site supply.
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NOW, THEREFORE, in consideration of the recitals set forth above and the terms and
conditions herein, Owner and the City agree as follows:
1. Parking shall only occur in areas designated and constructed for parking in
accordance with the Zoning Ordinance.
2. Owner hereby unconditionally guarantees to City that it shall construct the necessary
number of additional parking spaces upon the Subject Property in accordance with the Zoning
Ordinance if the parking demand for the Subject Property exceeds the actual on-site parking supply
and that concrete curb, gutter, and sidewalk affected by the additional parking spaces must be
installed at the time the additional spaces are striped for parking.
3. When the City, in its sole but reasonable discretion, determines that the parking
demand by residents of the Property exceeds the number of constructed parking spaces, the City
may terminate the parking deferment granted herein and require Owner, upon written notice from
the City, to construct the number of additional parking spaces reasonably necessary to meet parking
demand (but not to exceed 93 additional parking spaces), the construction of which has been
deferred pursuant to this Agreement, and install concrete curb, gutter, and sidewalk affected at the
time those additional (up to) 93 spaces are striped for parking. The City must provide written notice
to Owner with facts and findings to support their request to construct the additional parking spaces.
Owner has 60 days to appeal the findings with evidential support if they disagree with the City’s
facts and findings (in the event there is off site retail parking on Owner’s site causing the increased
parking demand, etc.). Owner may outright appeal the findings or suggest a construction of a lesser
amount of additional parking spaces. If Owner appeals the staff’s findings to construct the
additional parking, the City must review the appeal within 30 days and make the final
determination. If Owner does not appeal the findings of the City, Owner must construct the required
number of parking spaces (including concrete curb, gutter, and sidewalk) within twelve (12) months
after so requested by the City. If Owner appeals the findings of the City and is not successful in its
appeal, Owner must construct the required number of parking spaces (including concrete curb,
gutter, and sidewalk) within twelve (12) months after receiving written notice of the City’s
determination on the appeal. If the Developer fails to construct the required number of parking
spaces (including concrete curb, gutter, and sidewalk within the required timeframe, the City may
rescind the certificate of occupancy for the building located on the Subject Property.
4. In the event that the City requires the construction of any portion of the Proof of
Parking that, upon construction, will require Owner to remove or relocate any portion of sidewalks
or trails on the Subject Property which are subject to an easement granted by Owner in favor of the
City, the City shall cooperate with Owner in relocating such sidewalk or trails and recording an
amendment to the relevant easement agreement.
5. Miscellaneous.
A. Third parties shall have no recourse against the City under this Agreement.
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B. If any portion, section, subsection, sentence, clause, sentence, paragraph, or
phrase of this Agreement is for any reason held invalid, such decision shall not affect the validity
of the remaining portion of this Agreement.
C. The action or inaction of the City shall not constitute a waiver or amendment
to the provisions of this Agreement. To be binding, amendments or waivers shall be in writing,
signed by the parties and approved by written resolution of the City Council. The City's failure to
promptly take legal action to enforce this Agreement shall not be construed as a waiver or release
of any term or condition herein.
D. This Agreement shall run with the land and may be recorded against the title
to the Subject Property.
E. Required notices shall be in writing and shall be either hand delivered to the
Developer, its successors, and assigns, or mailed to Owner by certified mail at the following
address: 7803 Glenroy Rd., Suite 200, Bloomington, MN 55439 Attn: Legal Department. Notices
to the City shall be in writing and shall be either hand delivered to the City Administrator or mailed
by certified mail in care of the City Administrator at the following address: 770 Market Boulevard,
Chanhassen MN 55317.
F. Upon request of Owner, the City shall execute and deliver to Owner an
estoppel certificate in a form that is reasonable and customary, certifying that, (a) to the knowledge
of the City, Owner is not in default of its performance under this Agreement, (b) that this Agreement
is unmodified and in full force and effect, or if there have been any modifications or amendments,
then the certification shall state that this Agreement is in full force and effect, as modified, and shall
specify the nature and date of such modification, and (c) a certification as to any other matters than
may reasonably be requested in connection with this Agreement. The City shall complete, sign,
and return the estoppel certificate to Owner within fifteen (15) days after receiving a written request
to sign the estoppel certificate from Owner.
{The remainder of this page is intentionally left blank.
Signature pages to follow.}
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[Signature Page to Parking Deferment Agreement]
CITY OF CHANHASSEN
BY:
Elise Ryan, Mayor
(SEAL)
AND:
Laurie Hokkanen, City Manager
STATE OF MINNESOTA)
(ss.
COUNTY OF CARVER )
The foregoing instrument was acknowledged before me this day of October, 2025, by
Elise Ryan, Mayor, and by Laurie Hokkanen, City Manager, of the City of Chanhassen, a Minnesota
municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City
Council.
NOTARY PUBLIC
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[Signature Page to Parking Deferment Agreement]
AVIENDA APARTMENTS OWNER, LLC,
a Delaware limited liability company
By: Avienda Apartments Venture, LLC,
a Delaware limited liability company
Its: Sole Member
By: IDP Avienda, LLC,
a Minnesota limited liability company
Its: Managing Member
By:
Anne Behrendt
Its: Authorized Signer
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ______ day of October, 2025, by
Anne Behrendt, as Authorized Signatory of IDP Avienda, LLC, a Minnesota limited liability company,
as Managing Member of Avienda Apartments Venture, LLC, a Delaware limited liability company,
as Sole Member of AVIENDA APARTMENTS OWNER, LLC, a Delaware limited liability
company, on behalf of the entity.
___________________________________
Notary Public
DRAFTED BY:
City of Chanhassen
7700 Market Boulevard
P.O. Box 147
Chanhassen, MN 55317
(952) 227-1100
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(Reserved for recording)
GRANT OF PERMANENT EASEMENT
FOR DRAINAGE AND UTILITY PURPOSES
AVIENDA APARTMENTS OWNER, LLC, a Delaware limited liability company
("Grantor"), in consideration of One Dollar ($1.00) and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, does hereby grant unto the CITY OF
CHANHASSEN, a Minnesota municipal corporation, the Grantee, hereinafter referred to as the
"City", its successors and assigns, forever, a permanent easement for public drainage and utility
purposes over, on, across, under and through the land situated in the County of Carver, State of
Minnesota, legally described on the attached Exhibit “A” and depicted on the attached Exhibit “B”
(the "Easement Property") (the "Easement”). The Easement Property is also shown as the “Drainage
and Utility Easement” on the Plat of Avienda Apartments, to be recorded of even date herewith.
1. Subject to the obligations and limitations specified in Section 2 below, the Easement
granted herein shall include the following rights of the City, its contractors, agents, servants, and
assigns:(a) to enter upon the Easement Property at all reasonable times to construct, reconstruct,
inspect, repair, and maintain said public drainage and utility systems over, across, on, under, and
through the Easement Property, (b) to grade, level, fill, drain, pave, and excavate the Easement
Property, and (c) the further right to remove trees, bushes, undergrowth, and other obstructions
interfering with the location, construction, and maintenance of said public drainage and utility
systems.
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2. Notwithstanding anything to the contrary contained herein, Grantor reserves the right
to use and enjoy the Subject Property, including the Easement Property, for all purposes not
inconsistent with the permitted uses thereof by the City.
3. As of the date of this instrument, the above-named Grantor, for itself, successors and
assigns, represents and warrants to the City, that it is well seized in fee title of the Easement Property
and that it has the sole right to grant and convey the Easement to the City. Grantor agrees that it will
indemnify and hold the City harmless for any breach of the foregoing representations and warranties.
IN TESTIMONY WHEREOF, the Grantor hereto has signed this easement this _____ day
of ______________, 202__.
GRANTOR:
AVIENDA APARTMENTS OWNER, LLC,
a Delaware limited liability company
By: Avienda Apartments Venture, LLC,
a Delaware limited liability company
Its: Sole Member
By: IDP Avienda, LLC,
a Minnesota limited liability company
Its: Managing Member
By:
Anne Behrendt
Its: Authorized Signatory
STATE OF MINNESOTA )
)ss.
COUNTY OF ____________ )
The foregoing instrument was acknowledged before me this ______ day of ______________,
20__, by Anne Behrendt, as Authorized Signatory of IDP Avienda, LLC, a Minnesota limited liability
company, as Managing Member of Avienda Apartments Venture, LLC, a Delaware limited liability
company, as Sole Member of AVIENDA APARTMENTS OWNER, LLC, a Delaware limited
liability company, on behalf of the entity.
___________________________________
Notary Public
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IN TESTIMONY WHEREOF, the Grantee hereto has signed this easement this _____ day
of ______________, 202__.
GRANTEE:
CITY OF CHANHASSEN,
a Minnesota municipal corporation
By
Elise Ryan, Mayor
By
Laurie Hokkanen, City Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF ____________ )
The foregoing instrument was acknowledged before me this ______ day of ______________,
20__, by Elise Ryan and Laurie Hokkanen, the Mayor and City Manager, respectively, of the CITY
OF CHANHASSEN, a Minnesota municipal corporation, for and on behalf of said municipal corporation
and pursuant to the authority granted by its City Council.
___________________________________
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
CAMPBELL KNUTSON
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Telephone: (651) 452-5000
AMP
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EXHIBIT “A”
TO
GRANT OF PERMANENT EASEMENT
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EXHIBIT “B”
TO
GRANT OF PERMANENT EASEMENT
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TEMPORARY CONSTRUCTION EASEMENT AGREEMENT
(Temporary Stormwater Pond; Private Roadway and Sidewalk)
THIS TEMPORARY CONSTRUCTION EASEMENT AGREEMENT (this “Agreement”) is
made and entered into effective as of October ____, 2025 (the “Effective Date”) by LEVEL 7
DEVELOPMENT, LLC, a Minnesota limited liability company (“Grantor”), and AVIENDA
APARTMENTS OWNER, LLC, a Delaware limited liability company (“Grantee”).
WITNESSETH:
WHEREAS, Grantor owns that certain parcel of real property located in Carver County,
Minnesota, legally described on Exhibit A attached hereto and made a part hereof (the “Grantor Property”);
WHEREAS, concurrently herewith, Grantee has purchased from Grantor, and is the owner of, that
certain parcel of real property located in Carver County, Minnesota, legally described on Exhibit B attached
hereto and made a part hereof (the “Grantee Property”), lying contiguous to the Grantor Property;
WHEREAS, in connection with Grantee’s acquisition of the Grantee Property from Grantor, and
Grantee’s development of the Grantee Property: (i) Grantor has agreed to construct a temporary stormwater
retention pond and related improvements over and across that portion of the Grantor Property depicted on
Exhibit C attached hereto (the “Temporary Pond”); and (ii) Grantee has agreed, pursuant to Development
Contract (defined below), to construct certain private roadway and sidewalk improvements which are to be
located, in part, on the Grantor Property as depicted on Exhibit D attached hereto (the “Private Roadway
and Sidewalk”); and
WHEREAS, in connection with Grantee’s development of the Grantee Property and as a condition
of its final plat approval by the City of Chanhassen (“City”), Grantee requires a temporary construction
easement over and across the Grantor Property, and Grantor desires to grant to Grantee the easement
described herein over and across the Grantor Property, subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the sum of Ten and No/100 Dollars ($10.00), the receipt
and sufficiency of which is hereby acknowledged, and of the mutual covenants and terms set forth herein,
Grantor and Grantee agree as follows:
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1. Recitals. The foregoing Recitals are hereby incorporated into this Agreement by reference
as substantive provisions hereof.
2. Grant of Easement; Conditions Precedent to Exercise. Grantor hereby grants and
conveys to Grantee, its successors, assigns, employees, agents, and contractors, a temporary, non-exclusive
easement (the “Easement”) over, across, and upon the Grantor Property for the purpose of constructing the
Temporary Pond and the Private Roadway and Sidewalk (each an “Improvement” and collectively the
“Improvements”), as applicable, subject to the terms and conditions set forth herein. Grantee’s rights under
this Agreement with respect to the Temporary Pond are expressly conditioned upon the occurrence of the
following: (a) the failure of Grantor to commence, diligently pursue, and/or complete within a reasonable
time, or pursuant to any project schedule agreed to by the parties, the construction of the Temporary Pond;
(b) Grantee has provided Grantor with written notice specifying the nature of such failure; and (c) Grantor
has failed to cure such failure within ten (10) business days following its receipt of said written notice.
Upon the satisfaction of these conditions, Grantee shall have the immediate right, but not the obligation, to
exercise the rights granted herein with respect to the Temporary Pond. For the avoidance of doubt, Grantee
may exercise its rights hereunder independently, from time to time, with respect to each Improvement and
the foregoing conditions precedent shall not apply to Grantee’s exercise of its rights hereunder with respect
to Grantee’s construction of the Private Roadway and Sidewalk. Grantor shall not (x) interfere with
Grantee’s exercise of its rights hereunder, or (y) grant or convey any easement or occupancy rights with
respect to the Grantor Property which are inconsistent with, or may frustrate or cause interference with, the
exercise of Grantee’s rights hereunder.
3. Purpose and Ancillary Rights. Upon the satisfaction of the conditions precedent in
Section 2 above, as applicable, the Easement shall be for the purpose of constructing any or all of the
Improvements. The rights granted shall include all rights and privileges reasonably necessary for the full
use and enjoyment of the Easement for its intended purpose, including, without limitation, the following:
3.1 The right to enter upon the Grantor Property to perform construction of the
applicable Improvements;
3.2 The right to stage, store, and access equipment, vehicles, materials, and personnel
reasonably required for Grantee’s construction activities; and
3.3 The right to undertake all necessary site work, including but not limited to grading,
excavation, soil management, utility installation, and the installation of all related facilities and
infrastructure.
3.4 The right to control the area where construction of the applicable Improvements is
taking place, and the immediately surrounding areas used for staging and related construction
activities, and to impose reasonably safety rules and regulations, erect barriers around the
construction site(s), and take such other precautionary safety measures as Grantee reasonably
requires.
4. Grantee’s Covenants. In connection with any exercise of its rights hereunder, Grantee
covenants and agrees as follows:
4.1 Grantee shall perform, or cause to be performed, all construction of the
Improvements in a good and workmanlike manner and in compliance with all applicable federal,
state, and local laws, statutes, ordinances, codes, rules, and regulations, including all applicable
permits and governmental approvals.
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4.2 Grantee shall not suffer or permit any mechanic's, materialmen's, or other liens to
be filed against the Grantor's Property, or any part thereof, by reason of any work, labor, services,
or materials performed or furnished by or on behalf of Grantee. If any such lien is filed, Grantee
shall, within thirty (30) days of receiving notice of such filing, cause the same to be discharged and
released of record, or, in the alternative, provide a bond or other commercially reasonably security
against the enforcement of any such lien.
4.3 Grantee shall indemnify, defend, and hold harmless Grantor and its officers,
directors, employees, agents, successors, and assigns (collectively, the “Grantor Indemnified
Parties”) from and against any and all claims, dema nds, liabilities, losses, damages, costs, and
expenses, including, without limitation, reasonable attorneys’ fees and court costs (collectively,
“Claims”), arising out of or in connection with Grantee’s or its contractors’, agents’, or employees’
entry upon the Grantor's Property or the performance of the Improvements, but expressly excluding
any Claims to the extent caused by the gross negligence or willful misconduct of the Grantor
Indemnified Parties, or any of them.
5. City as Third-Party Beneficiary. Grantor and Grantee acknowledge and agree that the
City is an intended third-party beneficiary of this Agreement. In the event Grantor and/or Grantee fail to
construct the Improvements in accordance with the requirements of that certain Avienda Apartments -
Development Contract dated as of event date herewith (the “Development Contract”), and provided the
terms of the Development Contract permit the City to do so, the City shall have the absolute right, but not
the obligation, to exercise any and all rights, remedies, and privileges granted to Grantee under this
Agreement for the purpose of completing the Improvements. This Section 5 shall not be amended, modified,
or terminated without the prior written consent of the City.
6. Duration and Termination. This Easement is temporary and shall automatically
terminate and be of no further force or effect upon the date that all of the Improvements have been fully
constructed and made operational to serve both the Grantee Property and the Grantor Property, accepted by
the City of Chanhassen, and the relevant warranty maintenance bond or letter of credit (as provided in
Exhibit B, Section 4 of the Development Contract) has been fully released. Upon such completion, Grantor
shall provide Grantee with written notice of termination, and the Grantor and Grantee shall, upon request
of either party, execute and record an instrument in the Office of the County Recorder in and for Carver
County, Minnesota to formally document the termination of this Easement, which termination shall be
effective without the necessity of execution of such instrument by the City, notwithstanding the provisions
of Section 5 of this Easement.
7. Successors and Assigns; No Merger. This Agreement runs with the land and inures to the
benefit of and is binding on Grantor and Grantee and their respective successors and assigns until terminated
pursuant to Section 6 above. Limited use or non-use of the rights granted herein shall not be deemed a
complete or partial abandonment of the Easement and the Easement shall not be extinguished by, merged
into, modified or otherwise deemed affected by any other interest or estate in the Grantor Property now or
hereafter held by Grantee, its successors or assigns.
8. Attorneys’ Fees. In any action commenced under this Agreement, the prevailing party in
such action may recover its reasonable attorneys’ fees from the non-prevailing party.
9. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Minnesota.
10. Authority. Grantor represents and warrants to Grantee, its successors, and assigns, that
Grantor is the owner of the Grantor Property and has the right to grant the Easement herein described.
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11. Amendment or Modification. No amendment or modification of this Agreement shall be
effective unless made by written instrument signed by Grantor and Grantee, or their respective successors
and assigns, and consented to by the City in writing.
12. Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, and together shall constitute one and the same agreement.
13. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the remainder of
such provision or any other provisions hereof.
14. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto
with respect to the subject matter hereof and supersedes all prior negotiations, understandings and
agreements, whether written or oral.
[Remainder of Page Left Blank – Signature Pages Follow]
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IN WITNESS WHEREOF, Grantor has executed this Agreement effective as of the day and year
first set forth above.
GRANTOR:
LEVEL 7 DEVELOPMENT, LLC,
a Minnesota limited liability company
By:
Its:
STATE OF )
) ss.
COUNTY OF )
This instrument was acknowledged before me on the _____ day of October, 2025, by
______________________________ as ___________________ of LEVEL 7 DEVELOPMENT, LLC,
a Minnesota limited liability company, for and on behalf of said limited liability company.
Notary Public
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IN WITNESS WHEREOF, Grantee has executed this Agreement effective as of the day and year
first set forth above.
GRANTEE:
AVIENDA APARTMENTS OWNER, LLC,
a Delaware limited liability company
By: Avienda Apartments Venture, LLC,
a Delaware limited liability company
Its: Sole Member
By: IDP Avienda, LLC,
a Minnesota limited liability company
Its: Managing Member
By:
Anne Behrendt
Its: Authorized Signer
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
This instrument was acknowledged before me on the _____ day of October, 2025, by Anne
Behrendt, as Authorized Signer of IDP Avienda, LLC, a Minnesota limited liability company, as Managing
Member of Avienda Apartments Venture, LLC, a Delaware limited liability company, as Sole Member of
AVIENDA APARTMENTS OWNER, LLC, a Delaware limited liability company, for and on behalf of
said limited liability company.
Notary Public
This Instrument Drafted By:
Taft Stettinius & Hollister LLP
2200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
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MORTGAGE HOLDER CONSENT TO
TEMPORARY CONSTRUCTION EASEMENT AGREEMENT
(Temporary Stormwater Pond)
THIS CONSENT TO TEMPORARY CONSTRUCTION EASEMENT AGREEMENT, made this
_______ day of October, 2025, is granted by TRADITION CAPITAL BANK, a Minnesota banking
corporation.
For One Dollar and other good and sufficient consideration, in hand received, Tradition Capital
Bank, which holds a Combination Mortgage, Assignment of Leases and Rents, Security Agreement and
Fixture Financing Statement dated July 1, 2021, recorded July 2, 2021, as Document No. A728034,
executed by Level 7 Development, LLC, a Minnesota limited liability company, as amended, on the
property legally described in the foregoing Temporary Construction Easement Agreement, hereby consents
to the foregoing Temporary Construction Easement Agreement and agrees to be bound by all the terms and
conditions contained therein.
TRADITION CAPITAL BANK
By:
Patrick Kasid, Senior Vice President
STATE OF MINNESOTA )
)ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this _____ day of October, 2025, by
Patrick Kasid, the Senior Vice President of Tradition Capital Bank, a Minnesota banking corporation,
on behalf of said entity.
___________________________________
Notary Public
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EXHIBIT A
(Legal Description of Grantor Property)
Outlot A, Avienda Apartments, according to the recorded plat thereof, Carver County, Minnesota.
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EXHIBIT B
(Legal Description of Grantee Property)
Lot 1, Block 1, Avienda Apartments, according to the recorded plat thereof, Carver County, Minnesota.
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EXHIBIT C
(Depiction of Temporary Pond)
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EXHIBIT D
(Depiction of Private Roadway and Sidewalk)
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1
TEMPORARY DRAINAGE EASEMENT AGREEMENT
(Temporary Stormwater Pond)
THIS TEMPORARY DRAINAGE EASEMENT AGREEMENT (this “Agreement”) is made and
entered into effective as of October ____, 2025 (the “Effective Date”) by LEVEL 7 DEVELOPMENT,
LLC, a Minnesota limited liability company (“Grantor”), and AVIENDA APARTMENTS OWNER,
LLC, a Delaware limited liability company (“Grantee”).
WITNESSETH:
WHEREAS, Grantor owns that certain parcel of real property located in Carver County,
Minnesota, legally described on Exhibit A attached hereto and made a part hereof (the “Grantor Property”);
WHEREAS, concurrently herewith, Grantee has purchased from Grantor, and is the owner of, that
certain parcel of real property located in Carver County, Minnesota, legally described on Exhibit B attached
hereto and made a part hereof (the “Grantee Property”), lying contiguous to the Grantor Property; and
WHEREAS, in connection with Grantee’s development of the Grantee Property and as a condition
of its final plat approval by the City of Chanhassen (“City”), Grantee requires a temporary drainage
easement over and across that portion of the Grantor Property depicted on Exhibit C attached hereto (the
“Easement Area”), and Grantor desires to grant to Grantee the easement described herein over and across
the Easement Area, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the sum of Ten and No/100 Dollars ($10.00), the receipt
and sufficiency of which is hereby acknowledged, and of the mutual covenants and terms set forth herein,
Grantor and Grantee agree as follows:
1. Recitals. The foregoing Recitals are hereby incorporated into this Agreement by reference
as substantive provisions hereof.
2. Grant of Easement. Grantor hereby grants and conveys to Grantee, its successors, assigns,
employees, agents, and contractors, a temporary, non-exclusive easement (the “Easement”) for the purpose
of discharging, draining, and conveying stormwater runoff, both during and after construction, from the
Grantee Property over, across, and through the Easement Area.
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2
3. Purpose and Ancillary Rights. The rights granted herein shall include all rights and
privileges reasonably necessary for the full use and enjoyment of the Easement for its intended purpose.
These rights shall expressly include, without limitation, the following:
3.1 The right to construct, install, operate, maintain, inspect, repair, replace, and
remove drainage pipes, ditches, swales, and other related facilities and improvements (the
“Drainage Facilities”) within the Easement Area, and over those portions of the Grantor Property
lying between the Grantee Property and the Easement Area, as are reasonably necessary to facilitate
the drainage of stormwater from the Grantee Property to the Easement Area; and
3.2 The right to enter upon the Grantor Property for the purposes of exercising the
rights granted in this Agreement, including the right to bring necessary equipment and materials
onto the Grantor Property, including the Easement Area.
4. Duration and Termination. This Easement is temporary in nature and shall automatically
terminate and be of no further force or effect upon the date that Grantor, or its successor or assign acting in
the capacity of “Operator” under the terms of that certain Avienda Declaration of Reciprocal Easements
and Operating Agreement dated as of December 29, 2022, and recorded in the Office of the County
Recorder in and for Carver County, Minnesota on December 29, 2022 as Document No. A756037, as
amended by that certain First Amendment to Avienda Declaration of Reciprocal Easements and Operating
Agreement dated May 21, 2025, and recorded in the Office of the County Recorder in and for Carver
County, Minnesota on May 22, 2025 as Document No. A786585, as further amended by that certain Second
Amendment to Avienda Declaration of Reciprocal Easements and Operating Agreement dated September
4, 2025, and recorded in the Office of the County Recorder in and for Carver County, Minne sota on
September 5, 2025 as Document No. A790584, and as further amended by that certain Third Amendment
to Avienda Declaration of Reciprocal Easements and Operating Agreement dated ____________________,
2025, and recorded in the Office of the County Recorder in and for Carver County, Minnesota on
____________________, 2025 as Document No. ____________________ (collectively, the
“Declaration”), certifies to Grantee and to the appropriate governmental authorities, as applicable, that the
permanent stormwater retention pond contemplated thereunder (the “Regional Pond”) has been completed
and is operational to serve both the Grantee Property and the Grantor Property and approved by the City,
together with such Drainage Facilities as are reasonably necessary to facilitate the drainage of stormwater
from the Grantee Property to the Regional Pond. Upon such completion, Grantor shall provide Grantee with
written notice of termination, and the parties shall, upon request of either party, execute and record an
instrument in the Office of the County Recorder in and for Carver County, Minnesota to formally document
the termination of this Easement, subject to written approval by the City.
5. Successors and Assigns; No Merger. This Agreement runs with the land and inures to the
benefit of and is binding on Grantor and Grantee and their respective successors and assigns until terminated
pursuant to Section 4 above. Limited use or non-use of the rights granted herein shall not be deemed a
complete or partial abandonment of the Easement and the Easement shall not be extinguished by, merged
into, modified or otherwise deemed affected by any other interest or estate in the Easement Area now or
hereafter held by Grantee, its successors or assigns.
6. Attorneys’ Fees. In any action commenced under this Agreement, the prevailing party in
such action may recover its reasonable attorneys’ fees from the non-prevailing party.
7. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Minnesota.
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8. Authority. Grantor represents and warrants to Grantee, its successors, and assigns, that
Grantor is the owner of the Grantor Property and has the right to grant the Easement herein described.
9. Amendment or Modification. No amendment or modification of this Agreement shall be
effective unless made by written instrument signed by Grantor and Grantee, or their respective successors
and assigns, and consented to by the City in writing.
10. Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, and together shall constitute one and the same agreement.
11. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the remainder of
such provision or any other provisions hereof.
12. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto
with respect to the subject matter hereof and supersedes all prior negotiations, understandings and
agreements, whether written or oral.
[Remainder of Page Left Blank – Signature Pages Follow]
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IN WITNESS WHEREOF, Grantor has executed this Agreement effective as of the day and year
first set forth above.
GRANTOR:
LEVEL 7 DEVELOPMENT, LLC,
a Minnesota limited liability company
By:
Its:
STATE OF )
) ss.
COUNTY OF )
This instrument was acknowledged before me on the _____ day of October, 2025, by
______________________________ as ___________________ of LEVEL 7 DEVELOPMENT, LLC,
a Minnesota limited liability company, for and on behalf of said limited liability company.
Notary Public
30
176831033v2
IN WITNESS WHEREOF, Grantee has executed this Agreement effective as of the day and year
first set forth above.
GRANTEE:
AVIENDA APARTMENTS OWNER, LLC,
a Delaware limited liability company
By: Avienda Apartments Venture, LLC,
a Delaware limited liability company
Its: Sole Member
By: IDP Avienda, LLC,
a Minnesota limited liability company
Its: Managing Member
By:
Anne Behrendt
Its: Authorized Signer
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
This instrument was acknowledged before me on the _____ day of October, 2025, by Anne
Behrendt, as Authorized Signer of IDP Avienda, LLC, a Minnesota limited liability company, as Managing
Member of Avienda Apartments Venture, LLC, a Delaware limited liability company, as Sole Member of
AVIENDA APARTMENTS OWNER, LLC, a Delaware limited liability company, for and on behalf of
said limited liability company.
Notary Public
This Instrument Drafted By:
Taft Stettinius & Hollister LLP
2200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
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MORTGAGE HOLDER CONSENT TO
TEMPORARY DRAINAGE EASEMENT AGREEMENT
(Temporary Stormwater Pond)
THIS CONSENT TO TEMPORARY DRAINAGE EASEMENT AGREEMENT, made this
_______ day of October, 2025, is granted by TRADITION CAPITAL BANK, a Minnesota banking
corporation.
For One Dollar and other good and sufficient consideration, in hand received, Tradition Capital
Bank, which holds a Combination Mortgage, Assignment of Leases and Rents, Security Agreement and
Fixture Financing Statement dated July 1, 2021, recorded July 2, 2021, as Document No. A728034,
executed by Level 7 Development, LLC, a Minnesota limited liability company, as amended, on the
property legally described in the foregoing Temporary Drainage Easement Agreement, hereby consents to
the foregoing Temporary Drainage Easement Agreement and agrees to be bound by all the terms and
conditions contained therein.
TRADITION CAPITAL BANK
By:
Patrick Kasid, Senior Vice President
STATE OF MINNESOTA )
)ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this _____ day of October, 2025, by
Patrick Kasid, the Senior Vice President of Tradition Capital Bank, a Minnesota banking corporation,
on behalf of said entity.
___________________________________
Notary Public
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A-1
EXHIBIT A
(Legal Description of Grantor Property)
Outlot A, Avienda Apartments, according to the recorded plat thereof, Carver County, Minnesota.
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176831033v2
B-1
EXHIBIT B
(Legal Description of Grantee Property)
Lot 1, Block 1, Avienda Apartments, according to the recorded plat thereof, Carver County, Minnesota.
34
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C-1
EXHIBIT C
(Depiction of Easement Area)
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TEMPORARY CONSTRUCTION EASEMENT AGREEMENT
(Regional Pond & Avienda Parkway Extension)
THIS TEMPORARY CONSTRUCTION EASEMENT AGREEMENT (this “Agreement”) is
made and entered into effective as of October ____, 2025 (the “Effective Date”) by LEVEL 7
DEVELOPMENT, LLC, a Minnesota limited liability company (“Grantor”), and AVIENDA
APARTMENTS OWNER, LLC, a Delaware limited liability company (“Grantee”).
WITNESSETH:
WHEREAS, Grantor owns that certain parcel of real property located in Carver County,
Minnesota, legally described on Exhibit A attached hereto and made a part hereof (the “Grantor Property”);
WHEREAS, concurrently herewith, Grantee has purchased from Grantor, and is the owner of, that
certain parcel of real property located in Carver County, Minnesota, legally described on Exhibit B attached
hereto and made a part hereof (the “Grantee Property”), lying contiguous to the Grantor Property;
WHEREAS, the Grantor Property and the Grantee Property, along with other real property, are
subject to that certain Avienda Declaration of Reciprocal Easements and Operating Agreement dated as of
December 29, 2022, and recorded in the Office of the County Recorder in and for Carver County, Minnesota
on December 29, 2022 as Document No. A756037, as amended by that certain First Amendment to Avienda
Declaration of Reciprocal Easements and Operating Agreement dated May 21, 2025, and recorded in the
Office of the County Recorder in and for Carver County, Minnesota on May 22, 2025 as Document No.
A786585, as further amended by that certain Second Amendment to Avienda Declaration of Reciprocal
Easements and Operating Agreement dated September 4, 2025, and recorded in the Office of the County
Recorder in and for Carver County, Minnesota on September 5, 2025 as Document No. A790584, and as
further amended by that certain Third Amendment to Avienda Declaration of Reciprocal Easemen ts and
Operating Agreement dated ____________________, 2025, and recorded in the Office of the County
Recorder in and for Carver County, Minnesota on ____________________, 2025 as Document No.
____________________ (collectively, the “Declaration”);
WHEREAS, Grantee intends to construct either or both (1) a permanent regional stormwater pond
and all associated utility lines and infrastructure located on the Grantor Property for the use and benefit of
the Grantor Property and the Grantee Property (the “Regional Pond”) and/or the extension of the Avienda
Parkway right of way from the roundabout north of the Grantee Property to the east in the location as
approximately depicted on Exhibit C attached hereto (the “Avienda Parkway Extension”); and
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WHEREAS, in connection with Grantee’s development of the Grantee Property and as a condition
of its final plat approval by the City of Chanhassen (“City”), Grantee requires a temporary construction
easement over and across the Grantor Property, and Grantor desires to grant to Grantee the easement
described herein over and across the Grantor Property, subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the sum of Ten and No/100 Dollars ($10.00), the receipt
and sufficiency of which is hereby acknowledged, and of the mutual covenants and terms set forth herein,
Grantor and Grantee agree as follows:
1. Recitals. The foregoing Recitals are hereby incorporated into this Agreement by reference
as substantive provisions hereof.
2. Grant of Easement; Conditions Precedent to Exercise. Grantor hereby grants and
conveys to Grantee, its successors, assigns, employees, agents, and contractors, a temporary, non -exclusive
easement (the “Easement”) over, across, and upon the Grantor Property, subject to the terms and conditions
set forth herein. Grantee’s rights under this Agreement are expressly conditioned upon the occurrence of
the following: (a) the failure of Grantor to commence, diligently pursue, and/or complete within a
reasonable time, or pursuant to any project schedule agreed to by the parties, the construction of the
Regional Pond or Avienda Parkway Extension (each an “Improvement” and collectively the
“Improvements”); (b) Grantee has provided Grantor with written notice specifying the nature of such
failure; and (c) Grantor has failed to cure such failure within ten (10) business days following its receipt of
said written notice. Upon the satisfaction of these conditions, Grantee shall have the immediate right, but
not the obligation, to exercise the rights granted herein. For the avoidance of doubt, Grantee may exercise
its rights hereunder independently, from time to time, with respect to each Improvement. Grantor shall not
(x) interfere with Grantee’s exercise of its rights hereunder, or (y) grant or convey any easement or
occupancy rights with respect to the Grantor Property which are inconsistent with, or may frustrate or cause
interference with, the exercise of Grantee’s rights hereunder.
3. Purpose and Ancillary Rights. Upon the satisfaction of the conditions precedent in
Section 2 above, the Easement shall be for the purpose of constructing any or all of the Improvements which
Grantor failed to commence, diligently pursue, and/or complete. The rights granted shall include all rights
and privileges reasonably necessary for the full use and enjoyment of the Easement for its intended purpose,
including, without limitation, the following:
3.1 The right to enter upon the Grantor Property to perform construction of the
applicable Improvements;
3.2 The right to stage, store, and access equipment, vehicles, materials, and personnel
reasonably required for Grantee’s construction activities; and
3.3 The right to undertake all necessary site work, including but not limited to grading,
excavation, soil management, utility installation, and the installation of all related facilities and
infrastructure.
3.4 The right to control the area where construction of the applicable Improvements is
taking place, and the immediately surrounding areas used for staging and related construction
activities, and to impose reasonably safety rules and regulations, erect barriers around the
construction site(s), and take such other precautionary safety measures as Grantee reasonably
requires.
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4. Grantee’s Covenants. In connection with any exercise of its rights hereunder, Grantee
covenants and agrees as follows:
4.1 Grantee shall perform, or cause to be performed, all construction of the
Improvements in a good and workmanlike manner and in compliance with all applicable federal,
state, and local laws, statutes, ordinances, codes, rules, and regulations, including all applicable
permits and governmental approvals.
4.2 Grantee shall not suffer or permit any mechanic's, materialmen's, or other liens to
be filed against the Grantor's Property, or any part thereof, by reason of any work, labor, services,
or materials performed or furnished by or on behalf of Grantee. If any such lien is filed, Grantee
shall, within thirty (30) days of receiving notice of such filing, cause the same to be discharged and
released of record, or, in the alternative, provide a bond or other commercially reasonably security
against the enforcement of any such lien.
4.3 Grantee shall indemnify, defend, and hold harmless Grantor and its officers,
directors, employees, agents, successors, and assigns (collectively, the “Grantor Indemnified
Parties”) from and against any and all claims, demands, liabilities, losses, damages, costs, and
expenses, including, without limitation, reasonable attorneys’ fees and court costs (collectively,
“Claims”), arising out of or in connection with Grantee’s or its contractors’, agents’, or employees’
entry upon the Grantor's Property or the performance of the Improvements, but expressly excluding
any Claims to the extent caused by the gross negligence or willful misconduct of the Grantor
Indemnified Parties, or any of them.
5. City as Third-Party Beneficiary. Grantor and Grantee acknowledge and agree that the
City is an intended third-party beneficiary of this Agreement. In the event Grantor and/or Grantee fail to
construct the Improvements in accordance with the requirements of that certain Avienda Apartments -
Development Contract dated as of event date herewith (the “Development Contract”), and provided the
terms of the Development Contract permit the City to do so, the City shall have the absolute right, but not
the obligation, to exercise any and all rights, remedies, and privileges granted to Grantee under this
Agreement for the purpose of completing the Improvements. This Section 5 shall not be amended, modified,
or terminated without the prior written consent of the City.
6. Duration and Termination. This Easement is temporary and shall automatically
terminate and be of no further force or effect upon the date that all of the Improvements have been fully
constructed and made operational to serve both the Grantee Property and the Grantor Property, accepted by
the City of Chanhassen, and the relevant warranty maintenance bond or letter of credit (as provided in
Exhibit B, Section 4 of the Development Contract) has been fully released. Upon such completion, Grantor
shall provide Grantee with written notice of termination, and the Grantor and Grantee shall, upon request
of either party, execute and record an instrument in the Office of the County Recorder in and for Carver
County, Minnesota to formally document the termination of this Easement, which termination shall be
effective without the necessity of execution of such instrument by the City, notwithstanding the provisions
of Section 5 of this Easement.
7. Successors and Assigns; No Merger. This Agreement runs with the land and inures to the
benefit of and is binding on Grantor and Grantee and their respective successors and assigns until terminated
pursuant to Section 6 above. Limited use or non-use of the rights granted herein shall not be deemed a
complete or partial abandonment of the Easement and the Easement shall not be extinguished by, merged
into, modified or otherwise deemed affected by any other interest or estate in the Grantor Property now or
hereafter held by Grantee, its successors or assigns.
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8. Attorneys’ Fees. In any action commenced under this Agreement, the prevailing party in
such action may recover its reasonable attorneys’ fees from the non-prevailing party.
9. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Minnesota.
10. Authority. Grantor represents and warrants to Grantee, its successors, and assigns, that
Grantor is the owner of the Grantor Property and has the right to grant the Easement herein described.
11. Amendment or Modification. No amendment or modification of this Agreement shall be
effective unless made by written instrument signed by Grantor and Grantee, or their respective successors
and assigns, and consented to by the City in writing.
12. Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, and together shall constitute one and the same agreement.
13. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the remainder of
such provision or any other provisions hereof.
14. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto
with respect to the subject matter hereof and supersedes all prior negotiations, understandings and
agreements, whether written or oral.
[Remainder of Page Left Blank – Signature Pages Follow]
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IN WITNESS WHEREOF, Grantor has executed this Agreement effective as of the day and year
first set forth above.
GRANTOR:
LEVEL 7 DEVELOPMENT, LLC,
a Minnesota limited liability company
By:
Its:
STATE OF )
) ss.
COUNTY OF )
This instrument was acknowledged before me on the _____ day of October, 2025, by
______________________________ as ___________________ of LEVEL 7 DEVELOPMENT, LLC,
a Minnesota limited liability company, for and on behalf of said limited liability company.
Notary Public
40
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IN WITNESS WHEREOF, Grantee has executed this Agreement effective as of the day and year
first set forth above.
GRANTEE:
AVIENDA APARTMENTS OWNER, LLC,
a Delaware limited liability company
By: Avienda Apartments Venture, LLC,
a Delaware limited liability company
Its: Sole Member
By: IDP Avienda, LLC,
a Minnesota limited liability company
Its: Managing Member
By:
Anne Behrendt
Its: Authorized Signer
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
This instrument was acknowledged before me on the _____ day of October, 2025, by Anne
Behrendt, as Authorized Signer of IDP Avienda, LLC, a Minnesota limited liability company, as Managing
Member of Avienda Apartments Venture, LLC, a Delaware limited liability company, as Sole Member of
AVIENDA APARTMENTS OWNER, LLC, a Delaware limited liability company, for and on behalf of
said limited liability company.
Notary Public
This Instrument Drafted By:
Taft Stettinius & Hollister LLP
2200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
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MORTGAGE HOLDER CONSENT TO
TEMPORARY CONSTRUCTION EASEMENT AGREEMENT
(Regional Pond & Avienda Parkway Extension)
THIS CONSENT TO TEMPORARY CONSTRUCTION EASEMENT AGREEMENT, made this
_______ day of October, 2025, is granted by TRADITION CAPITAL BANK, a Minnesota banking
corporation.
For One Dollar and other good and sufficient consideration, in hand received, Tradition Capital
Bank, which holds a Combination Mortgage, Assignment of Leases and Rents, Security Agreement and
Fixture Financing Statement dated July 1, 2021, recorded July 2, 2021, as Document No. A728034,
executed by Level 7 Development, LLC, a Minnesota limited liability company, as amended, on the
property legally described in the foregoing Temporary Construction Easement Agreement, hereby consents
to the foregoing Temporary Construction Easement Agreement and agrees to be bound by all the terms and
conditions contained therein.
TRADITION CAPITAL BANK
By:
Patrick Kasid, Senior Vice President
STATE OF MINNESOTA )
)ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this _____ day of October, 2025, by
Patrick Kasid, the Senior Vice President of Tradition Capital Bank, a Minnesota banking corporation,
on behalf of said entity.
___________________________________
Notary Public
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EXHIBIT A
(Legal Description of Grantor Property)
Outlot A, Avienda Apartments, according to the recorded plat thereof, Carver County, Minnesota.
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EXHIBIT B
(Legal Description of Grantee Property)
Lot 1, Block 1, Avienda Apartments, according to the recorded plat thereof, Carver County, Minnesota.
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EXHIBIT C
(Depiction of the Avienda Parkway Extension)
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DECLARATION ESTOPPEL
(Chanhassen, MN)
1. Recitals.
1.1 THE CITY OF CHANHASSEN, a Minnesota municipal corporation (“Owner”) is the owner
of the real property in the City of Chanhassen, Carver County, in the development commonly known as
Avienda, and legally described on Exhibit A attached hereto (collectively, the “Owner’s Property”).
1.2 The Owner’s Property is subject to that certain Avienda Declaration of Reciprocal
Easements and Operating Agreement dated as of December 29, 2022, and recorded in the Office of the
County Recorder in and for Carver County, Minnesota on December 29, 2022 as Document No. A756037,
as amended by that certain First Amendment to Avienda Declaration of Reciprocal Easements and
Operating Agreement dated May 21, 2025, and recorded in the Office of the County Recorder in and for
Carver County, Minnesota on May 22, 2025 as Document No. A786585, and as further amended by that
certain Second Amendment to Avienda Declaration of Reciprocal Easements and Operating Agreement
dated September 4, 2025, and recorded in the Office of the County Recorder in and for Carver County,
Minnesota on September 5, 2025 as Document No. A790584 (collectively, the “Declaration”). Capitalized
terms used in this Declaration Estoppel but not otherwise defined shall have the meanings given in the
Declaration.
1.3 Owner has been advised that DORAN DEVELOPMENT, LLC, a Minnesota limited liability
company (“Purchaser”), is the proposed buyer of certain other real property subject to the Declaration (the
”Purchase Property”).
1.4 Owner has been advised that FIRST INTERNATIONAL BANK & TRUST (“Lender”), having
an address at 3600 Minnesota Drive, Suite 70, Edina, MN 55435, is the proposed lender with respect to
Buyer’s acquisition and development of the Purchase Property.
1.5 Owner has been advised that, before purchasing the Purchase Property, Purchaser and
Lender require confirmation certain matters with respect to the Declaration.
2. Estoppel. Owner hereby certifies to Purchaser and Lender, and their respective successors and assigns,
that:
2.1 To the best of Owner’s actual knowledge (without any independent investigation), t he
Declaration is in full force and effect and has not been modified, amended, terminated or supplemented
except as set forth above.
2.2 To the best of Owner’s actual knowledge (without any independent investigation), Owner
has neither given nor received any written notice of default under the terms and conditions of the Declaration
which remains uncured, if any, and there are no conditions which, with the giving of notice or the passage
of time, or both, would constitute a default under the terms and conditions of the Declaration.
2.3 To the best of Owner’s actual knowledge (without any independent investigation), Owner’s
Property is in compliance with the terms and conditions of the Declaration in all material respects. Without
limiting the generality of the foregoing, To the best of Owner’s actual knowledge (without any independent
investigation), the Operator is in compliance with Operator’s obligations under the Declaration.
[Signature Page Follows]
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Dated: ____________________, 2025
OWNER:
THE CITY OF CHANHASSEN
By:
Its:
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EXHIBIT A
(Legal Description of the Owner’s Property)
Lot 1, Block 1, CHANHASSEN BLUFFS, Carver County, Minnesota (“The Community Center
Lot”).
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PUBLIC PEDESTRIAN ACCESS EASEMENT AGREEMENT
THIS PUBLIC PEDESTRIAN ACCESS EASEMENT AGREEMENT (this “Agreement”) is made
and entered into effective as of ____________________, 2025 (the “Effective Date”) by AVIENDA
APARTMENTS OWNER, LLC, a Delaware limited liability company (“Grantor”), and the CITY OF
CHANHASSEN, a Minnesota municipal corporation (“Grantee”).
WITNESSETH:
WHEREAS, Grantor owns that certain parcel of real propert y located in Carver County,
Minnesota, legally described on Exhibit A attached hereto and made a part hereof (the “Grantor Property”);
and
WHEREAS, Grantor desires to grant to Grantee, for public pedestrian access purposes, certain
trail and sidewalk easements, upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the sum of One and No/100 Dollars ($1.00), the receipt
and sufficiency of which is hereby acknowledged, and of the mutual covenants and terms set forth herein,
Grantor and Grantee agree as follows:
1. Recitals. The foregoing Recitals are hereby incorporated into this Agreement by reference
as substantive provisions hereof.
2. Trail Easement.
2.1 Grant of Easement. Grantor hereby grants and conveys to Grantee, its successors
and assigns, a perpetual, non-exclusive easement (the “Trail Easement”) over, across, and upon a
portion of the Grantor Property, as legally described and depicted on Exhibit B attached hereto (the
“Trail Easement Area”), for the purpose of public pedestrian use.
2.2 Trail Construction. Grantor, at its sole cost and expense, shall construct a trail (the
“Trail”) within the Trail Easement Area. The Trail shall be constructed in a good and workmanlike
manner and in accordance with all applicable federal, state, and local laws, regulations, and
ordinances, including, without limitation, the Americans with Disabilities Act, as amended
(“ADA”). The final plans and specifications for the Trail shall be subject to the prior written
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approval of Grantee’s City Engineer, which approval shall not be unreasonably withheld,
conditioned, or delayed.
2.3 Trail Maintenance. Following the completion of construction, Grantor, at its sole
cost and expense, shall maintain the Trail in good condition and repair and in accordance with City
Code Section 17-50 Snow and Ice Removal From Sidewalks, as may be amended.
2.4 Seasonal Closure. Notwithstanding anything herein to the contrary, Grantor shall
be permitted to seasonally close the Trail, including erecting barriers or closure signs, and shall
have no obligation to maintain the Trail during such seasonal closures.
3. Sidewalk Easement.
3.1 Grant of Easement. Grantor hereby grants and conveys to Grantee, its successors
and assigns, a perpetual, non-exclusive easement (the “Sidewalk Easement” and, together with the
Trail Easement, collectively the “Easements”) over, across, and upon a portion of the Grantor
Property, as legally described and depicted on Exhibit C attached hereto (the “Sidewalk Easement
Area” and, together with the Trail Easement Area, each an “Easement Area” and collectively the
“Easement Areas”), for the purpose of public pedestrian use.
3.2 Sidewalk Construction. Grantor, at its sole cost and expense, shall construct a
sidewalk (the “Sidewalk” and, together with the Trail, each a “Public Improvement” and
collectively the “Public Improvements”) within the Sidewalk Easement Area. The Sidewalk shall
be constructed in a good and workmanlike manner and in accordance with all applicable federal,
state, and local laws, regulations, and ordinances, including, without limitation, the ADA. The final
plans and specifications for the Sidewalk shall be subject to the prior written approval of Grantee’s
City Engineer, which approval shall not be unreasonably withheld, conditioned, or delayed.
3.3 Sidewalk Maintenance. Following the completion of construction, Grantor, at its
sole cost and expense, shall maintain, or cause to be maintained, the Sidewalk in good condition
and repair. Notwithstanding anything in this Agreement to the contrary, Grantee acknowledges and
agrees that Grantor’s maintenance obligations with respect to the Sidewalk may be delegated to the
“Operator” under that certain Avienda Declaration of Reciprocal Easements and Operating
Agreement dated as of December 29, 2022, and recorded in the Office of the County Recorder in
and for Carver County, Minnesota on December 29, 2022 as Document No. A756037, as amended
by that certain First Amendment to Avienda Declaration of Reciprocal Easements and Operating
Agreement dated May 21, 2025, and recorded in the Office of the County Recorder in and for
Carver County, Minnesota on May 22, 2025 as Document No. A786585, as further amended by
that certain Second Amendment to Avienda Declaration of Reciprocal Easements and Operating
Agreement dated September 4, 2025, and recorded in the Office of the County Recorder in and for
Carver County, Minnesota on September 5, 2025 as Document No. A790584, and as further
amended by that certain Third Amendment to Avienda Declaration of Reciprocal Easements and
Operating Agreement dated of even date herewith and recorded in the Office of the County
Recorder in and for Carver County, Minnesota (collectively, the “Declaration”), and that Operator’s
maintenance of the Sidewalk pursuant to the terms and conditions of the Declaration shall be
deemed to discharge Grantor’s maintenance obligations with respect to the Sidewalk hereunder
provided such maintenance by the Operator satisfies the maintenance standards set forth herein.
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4. Relocation of Public Improvements. Grantor reserves the right, at its sole cost and
expense, to relocate the Public Improvements, or either of them, to another portion of the Grantor Property,
subject to satisfaction of the following:
4.1 Condition Precedent. The right to relocate the Public Improvements, or either of
them, and their respective Easement Areas hereunder, may only be exercised if Grantor reasonably
determines that such relocation is necessary to construct additional vehicle parking spaces required
to comply with the minimum parking requirements of Grantee’s municipal code.
4.2 Grantee’s Approval. Prior to any relocation, Grantor shall submit proposed plans
for the new location and configuration of such Public Improvement to Grantee for its review and
written approval, which approval shall not be unreasonably withheld, conditioned, or delayed. The
relocated Public Improvement shall be of a quality, width, and character substantially similar to the
original Public Improvement.
4.3 Amendment to Easement. Upon completion of the relocation of either Public
Improvement pursuant to the foregoing provisions, Grantor shall prepare and record in the Office
of the County Recorder in and for Carver County, Minnesota an amendment to this Agreement,
including a revised legal description and depiction of the new Easement Area with respect thereto,
to reflect the relocation of such Public Improvement. The costs of preparing and recording such
amendment shall be borne by Grantor.
5. Indemnification. Grantee shall indemnify, defend, and hold harmless Grantor from and
against any and all claims, losses, proceedings, damages, causes of acti on, liabilities, costs, or expenses
(including, without limitation, reasonable attorneys’ fees), arising out of or related to the City or public use
of the Easement Areas. Notwithstanding the foregoing, Grantee shall not be obligated to indemnify or
defend Grantor from and against any claims based on any negligence or willful misconduct by Grantor, its
employees, agents or contractors, or the failure of the Grantor to perform under the terms of this Agreement.
6. Enforcement. In the event that a party fails to perform or comply with any provision of
this Agreement, either party may enforce this Agreement by proceedings at law to recover damages or in
equity to restrain any violation or compel performance. The prevailing party shall be entitled to recover
from the other party the prevailing party’s reasonable attorneys’ fees and court costs.
7. Reservation of Rights. Grantor reserves and retains all rights and privileges of ownership
with respect to the Grantor Property and the Easement Areas which are not inconsistent with the rights
granted herein to Grantee. Grantor may use the Easement Areas for any purpose that does not unreasonably
interfere with or prevent the use of the Easement Areas for the purposes specified in this Agreement.
Without limiting the generality of the foregoing, Grantor retains the right to grant other easements and
rights over, under, or across the Easement Areas, and to construct, maintain, and operate utilities or other
facilities, provided such uses do not impede or materially interfere with the public’s use of the Public
Improvements.
8. Successors and Assigns; No Merger. This Agreement runs with the land and is binding
on Grantor and its successors and assigns.
9. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Minnesota.
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10. Authority. Grantor represents and warrants to Grantee, its successors, and assigns, that
Grantor is the owner of the Grantor Property and has the right to grant the Easement herein described.
11. Amendment or Modification. No amendment or modification of this Agreement shall be
effective unless made by written instrument signed by Grantor and Grantee, or their respective successors
and assigns.
12. Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, and together shall constitute one and the same agreement.
13. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the remainder of
such provision or any other provisions hereof.
14. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto
with respect to the subject matter hereof and supersedes all prior negotiations, understandings and
agreements, whether written or oral.
[Remainder of Page Left Blank – Signature Pages Follow]
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IN WITNESS WHEREOF, Grantor has executed this Public Pedestrian Access Easement
Agreement effective as of the day and year first set forth above.
GRANTOR:
AVIENDA APARTMENTS OWNER, LLC,
a Delaware limited liability company
By: Avienda Apartments Venture, LLC,
a Delaware limited liability company
Its: Sole Member
By: IDP Avienda, LLC,
a Minnesota limited liability company
Its: Managing Member
By:
Name: Anne Behrendt
Its: Authorized Signer
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ______ day of October, 2025, by
Anne Behrendt, as Authorized Signatory of IDP Avienda, LLC, a Minnesota limited liability
company, as Managing Member of Avienda Apartments Venture, LLC, a Delaware limited liability
company, as Sole Member of AVIENDA APARTMENTS OWNER, LLC, a Delaware limited
liability company, on behalf of the entity.
___________________________________
Notary Public
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IN WITNESS WHEREOF, Grantee has executed this Public Pedestrian Access Easement
Agreement effective as of the day and year first set forth above.
GRANTEE:
CITY OF CHANHASSEN,
a Minnesota municipal corporation
By:
Elise Ryan, Mayor
By:
Laurie Hokkanen, City Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF CARVER )
The foregoing instrument was acknowledged before me this _______ day of October,
2025, by Elise Ryan and by Laurie Hokkanen, respectively the Mayor and City Manager of the
City of Chanhassen, a Minnesota municipal corporation, on behalf of the corporation and
pursuant to the authority granted by its City Council.
___________________________________
Notary Public
This Instrument Drafted By:
Taft Stettinius & Hollister LLP
2200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
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EXHIBIT A
(Legal Description of Grantor Property)
Lot 1, Block 1, Avienda Apartments, according to the recorded plat thereof, Carver County, Minnesota.
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EXHIBIT B
(Legal Description and Depiction of Trail Easement Area)
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EXHIBIT C
(Legal Description and Depiction of Sidewalk Easement Area)
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(reserved for recording information)
ENCROACHMENT AGREEMENT
(Signs and Trail)
AGREEMENT made this ____ day of October, 2025, by and between the CITY OF
CHANHASSEN, a Minnesota municipal corporation (“City”), and AVIENDA APARTMENTS
OWNER, LLC, a Delaware limited liability company (“Owner”).
1. BACKGROUND. Owner is the fee owner of certain real property located in the City
of Chanhassen legally described as follows:
Lot 1 Block 1, Avienda Apartments, according to the recorded plat thereof, Carver
County, Minnesota
having a street address of 9150 Kestrel Drive (“Subject Property”). The City owns easements for
drainage and utility purposes over portions of the Subject Property (“Easement Areas”). Owner
desires to construct and install on the Subject Property: (1) signage (“Signage”) which encroaches on
the Easement Areas as depicted on the attached Exhibit “A” (consisting of 1 page) (the “Sign
Encroachment Area”) and a pedestrian trail (“Trail”) which encroaches on the Easement Area as
depicted on the attached Exhibit “B” (consisting of 2 pages) (the “Trail Encroachment Area”).
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2. ENCROACHMENT AUTHORIZATION. The City hereby approves the
encroachment on the Easement Areas for the Signage and Trail subject to the conditions set forth in
this Agreement. Further conditions of encroachment approval are:
The City shall have no responsibility to maintain or repair the Signage or Trail
located within the Easement Areas; provided, however, that the City shall be
financially responsible for any maintenance or repair necessitated by the gross
negligence or willful misconduct of the City, its agents or contractors.
The Signage and Trail located in the Easement Areas must not materially
impact or increase water drainage on the abutting properties or cause any
material adverse drainage patterns or erosion to the abutting properties.
Owner agrees that the Signage and Trail shall be constructed consistent with the
plans approved by the City, as applicable.
Owner agrees that the Signage and Trail shall be constructed consistent with
all applicable federal, state and local laws and regulations and shall obtain all
necessary permits for the placement of the Sign age and Trail on the Subject
Property.
Owner, its successors and assigns, are fully responsible and liable for any and
all damage caused to the Signage and Trail (except as otherwise provided in
the Public Pedestrian Access Easement Agreement between Owner and the
City dated of even date herewith) located on the Subject Property and in the
Easement Areas.
Owner, its successors and assigns, will own and maintain the Signage and Trail
located within the Easement Areas.
3. HOLD HARMLESS AND INDEMNITY. In consideration of being allowed to
encroach in the Easement Areas, Owner, for itself, its successors and assigns, hereby agrees to
indemnify and hold the City harmless from any damage to the Signage and Trail located in the
Easement Areas, caused in whole or in part by the encroachment in the Easement Areas.
4. TERMINATION OF AGREEMENT. The City may terminate this Agreement, in
whole or in part, at any time if the City determines, in its reasonable discretion, that the Signage or
Trail (as applicable) unreasonably interferes with the City’s right to occupy and use the Easement
Areas for drainage or utility purposes. Prior to termination, the City will give the then owner of the
Subject Property thirty (30) days’ advance written notice of its election to terminate this Agreement,
except that no notice period will be required in the case of an emergency condition as determined
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solely by the City, in which event this Agreement shall be terminated immediately. Promptly after
receipt of any written notice of termination, Owner shall remove the Signage or Trail, as applicable
to the extent it impacts the Easement Areas. If Owner fails to remove the Signage or Trail, as
applicable, within said 30-day period, the City may remove the same and Owner shall be responsible
for reimbursement of the reasonable and actual out-of-pocket costs incurred by the City in connection
therewith.
Alternatively, the City may require temporary removal of the Signage or Trail, at the Owner’s
expense, at any time by giving the then owner of the Subject Property one hundred twenty (120) days’
advance written notice, except that no notice period will be required in the case of an emergency
condition as determined solely by the City. If the Owner fails to remove the Signage or Trail (as
applicable) as directed, the City may remove the same and the Owner shall be responsible for
reimbursement of the reasonable and actual out-of-pocket costs incurred by the City in connection
therewith.
5. RECORDING. This Agreement shall run with the land and shall be recorded against
the title to the Subject Property.
[Remainder of page intentionally left blank.]
[Signature pages to follow.]
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CITY OF CHANHASSEN
By ___________________________________
(SEAL) Elise Ryan, Mayor
And __________________________________
Laurie Hokkanen, City Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF CARVER )
The foregoing instrument was acknowledged before me this _______ day of October, 2025,
by Elise Ryan and by Laurie Hokkanen, respectively the Mayor and City Manager of the City of
Chanhassen, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the
authority granted by its City Council.
____________________________________
Notary Public
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AVIENDA APARTMENTS OWNER, LLC,
a Delaware limited liability company
By: Avienda Apartments Venture, LLC,
a Delaware limited liability company
Its: Sole Member
By: IDP Avienda, LLC,
a Minnesota limited liability company
Its: Managing Member
By:
Anne Behrendt
Its: Authorized Signer
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ______ day of October, 2025, by
Anne Behrendt, as Authorized Signer of IDP Avienda, LLC, a Minnesota limited liability company,
as Managing Member of Avienda Apartments Venture, LLC, a Delaware limited liability company,
as Sole Member of AVIENDA APARTMENTS OWNER, LLC, a Delaware limited liability
company, on behalf of the entity.
___________________________________
Notary Public
DRAFTED BY:
CAMPBELL KNUTSON,
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Telephone: (651) 452-5000
AMP
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EXHIBIT “A”
Page 1 of 1
Sign Encroachment Area
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EXHIBIT “B”
Page 1 of 2
Trail Encroachment Area
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Page 2 of 2
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THIRD AMENDMENT TO
AVIENDA
DECLARATION
OF
RECIPROCAL EASEMENTS AND OPERATING AGREEMENT
THIS THIRD AMENDMENT TO AVIENDA DECLARATION OF RECIPROCAL
EASEMENTS AND OPERATING AGREEMENT (the “Amendment”) is made as of the ____
day of _____________, 2025, and is made by LEVEL 7 DEVELOPMENT, LLC, a Minnesota
limited liability company (“Operator”).
W I T N E S S E T H:
WHEREAS, certain real property located in the City of Chanhassen, Carver County,
Minnesota is subject to the Avienda Declaration of Reciprocal Easements and Operating
Agreement dated December 29, 2022 and recorded in the office of the Carver County Recorder on
December 29, 2022 as Document No. A756037, as amended by First Amendment to Avienda
Declaration of Reciprocal Easements and Operating Agreement dated May 21, 2025 and recorded
in the office of the Carver County Recorder on May 22, 2025 as Document No. A786585, as
amended by Second Amendment to Avienda Declaration of Reciprocal Easements and Operating
Agreement dated September 4, 2025 and recorded in the office of the Carver County Recorder on
September 5, 2025 as Document No. A790584 (collectively, the “REOA”), which real property is
described on Exhibit “A” to the REOA and referenced as the “Property”; and
WHEREAS, the Operator is the “Operator” under the REOA; and
WHEREAS, Sections 6.1(a)(ix) and 7.5(b) of the REOA provide that, without the need for
any consent, signature, or approval of any other Owner or any First Mortgagee, the Operator has
the power and authority to execute an Operator Amendment to revise the definition of Property,
to reference Lots by legal descriptions, and to designate Lots as High Density Residential Lots on
Exhibit A of the REOA; and
WHEREAS, Outlot B, AVIENDA ROWHOMES, Carver County, Minnesota has been
replatted by the plat of AVIENDA APARTMENTS, recorded with the Carver County Recorder;
WHEREAS, a portion of CHANHASSEN BLUFFS is being developed as a High Density
Residential Lot;
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WHEREAS, Section 7.5 of the REOA provides that other amendments to the REOA
require the written consent of (1) the Operator, plus (2) at least fifty percent (50%) of the total
voting power of all Owners;
WHEREAS, in addition to the Operator, the other current Owners, pursuant to Section 1.24
of the REOA, consist of (i) Avienda Villas II Association, a Minnesota nonprofit corporation, the
Homeowners Association for Avienda Villas II, (ii) Avienda Villas I Association, a Minnesota
nonprofit corporation, the Homeowners Association for Avienda Villas I, (iii) The Terraces at
Avienda Village Association, a Minnesota nonprofit corporation, the Homeowners Association for
The Terraces at Avienda Village, and (iv) the City of Chanhassen owner of the Community Center
Lot.
NOW, THEREFORE, the Operator, with the attached consents of other Owners, does
hereby execute this Amendment and does hereby amend and modify the REOA as follows:
1. The Property. Exhibit “A” attached to this Amendment is hereby substituted for
the Exhibit “A” attached to the REOA.
2. Definition of Common Area. Section 1.3 is hereby amended to read as follows:
1.3 Common Area. Subject to the reserved rights of Operator to designate
areas in which Common Areas may be situated upon certain Lots pursuant to
Sections 6..1(a)(i) and 6.1(a)(ii) hereof, “Common Area” shall mean (a) all areas
within the boundaries of a Non-Residential Lot, exclusive of Buildings, (b) all
areas (including uncovered parking lots or fields) within a Mixed Use Lot,
exclusive of both Buildings and recreational areas and open spaces used
exclusively or primarily by and for the benefit of residents of the Mixed Use Lot,
(c) any portion of the Property (including, without limitation, any portion of a
Medium Density Residential Lot, a High Density Residential Lot, or a Mixed Use
Lot) containing, enclosing, or encompassing the Operator-Installed ROW
Amenities (as defined below), (d) any portion of the Property (including, without
limitation, any portion of a High Density Residential Lot or a Mixed Use Lot, but
not a Medium Density Residential Lot) containing, enclosing, or encompassing
the Common Utility Lines, including the private stormwater drainage pipe situated
beneath the private Kestrel Drive roadway, and (e) that portion of a High Density
Residential Lot comprised of the private Kestrel Drive roadway and sidewalks
located to the East of the roadway (but not the parking spots and sidewalks located
to the West of the roadway). For avoidance of uncertainty, Common Utility Lines,
including stormwater drainage and ponds, located on a Medium Density
Residential Lot shall not be part of the Common Area and Separate Utility Lines
wherever located on the Property shall not be part of the Common Area.
3. Northern Stormwater Chamber. A new Section 1.18.5 is hereby added as follows:
1.18.5 Northern Stormwater Chamber. The “Northern Stormwater Chamber’
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shall mean the stormwater pond and underground chamber constructed in the
Northeastern corner of the High Density Residential Lot (beneath the parking
area), which, for avoidance of doubt, shall constitute a Common Utility Line.
4. Common Utility Lines. Section 4.1(vi) is hereby amended to read as follows:
4.1(vi) Common Utility Lines. Maintaining, cleaning, repairing, and
replacing all Common Utility Lines (but not Separate Utility Lines), including
restoration of any damage to Lot (including the improvements thereon) which
arises from or relate to the Operator’s rights hereunder and from the City of
Chanhassen’s or the Riley Purgatory Bluff Creek Watershed District’s exercise
of its rights under recorded documents with respect to such Common Utility Lines,
all including restoration of the Common Utility Line and the Lot (including
improvements thereon) to substantially the same condition in which it existed
immediately prior to the entry or work thereon.
5. Self-Help By Owner of High Density Residential Lot. The following is hereby
added at the end of Section 7.1(b):
In addition, in the event of a default by Operator pursuant to Section 7.1(a)(ii) above
with respect to the maintenance of any Common Area located on, serving, or
otherwise benefitting a High Density Residential Lot and the Operator has failed,
within the applicable cure period, to cure such default, the Owner of the High
Density Residential Lot shall have the same self-help rights, but not the obligation,
to cure such default or breach and seek reimbursement from the Operator as granted
to the Operator as earlier provided in this Section 7.1(b), and such Owner of the
High Density Residential Lot shall be afforded all rights and privileges of the
Operator hereunder, including without limitation the Operator’s easement rights
pursuant to Section 2.4 above, in connection with the exercise of such self-help
rights; provided, however, that unless the default shall constitute an unsafe or
emergency condition, the Owner of the High Density Residential Lot shall not have
such self-help rights if, within the applicable cure period, the Operator shall dispute
in reasonable detail the claim of default by written notice to the Owner.
6. Definitions. All capitalized terms in this Amendment not otherwise defined
herein (including in Exhibit “A” hereto) shall have the meaning ascribed to them in the REOA.
7. No Other Changes. Except as specifically provided in this Amendment, the
REOA remains unchanged and in full force and effect.
[The remainder of this page is intentionally left blank.]
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[Signature Page to Third Amendment to Avienda Declaration
of Reciprocal Easements and Operating Agreement]
IN WITNESS WHEREOF, the Operator has executed this Third Amendment to
Avienda Declaration of Reciprocal Easements and Operating Agreement.
OPERATOR:
LEVEL 7 DEVELOPMENT, LLC,
a Minnesota limited liability company
By:
Bahram Akradi
Its President
STATE OF MINNESOTA )
) SS.
COUNTY OF CARVER )
The foregoing instrument was acknowledged before me this _____ day of
____________, 2025, by Bahram Akradi, the President of Level 7 Development, LLC, a
Minnesota limited liability company, on behalf of the limited liability company.
Notary Public
THIS INSTRUMENT DRAFTED BY:
Kennedy & Graven, Chartered (LMW)
150 South 5th Street
Suite 700
Minneapolis, Minnesota 55402
Phone: (612) 337-9300
AK105-32B
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MORTGAGE HOLDER CONSENT TO AND JOINDER IN THIRD AMENDMENT TO
AVIENDA DECLARATION OF RECIPROCAL EASEMENTS AND OPERATING
AGREEMENT
THIS CONSENT TO AND JOINDER IN THIRD AMENDMENT TO AVIENDA
DECLARATION OF RECIPROCAL EASEMENTS AND OPERATING AGREEMENT,
made this _______ day of ____________, 2025, is granted by TRADITION CAPITAL BANK, a
Minnesota banking corporation.
For One Dollar and other good and sufficient consideration, in hand received, Tradition
Capital Bank, which holds a Combination Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Financing Statement dated July 1, 2021, recorded July 2, 2021, as
Document No. A728034, executed by Level 7 Development, LLC, a Minnesota limited liability
company, as amended, on the property legally described in the foregoing Third Amendment to
Avienda Declaration of Reciprocal Easements and Operating Agreement, hereby consents to and
joins in the foregoing Third Amendment to Avienda Declaration of Reciprocal Easements and
Operating Agreement and agrees to be bound by all the terms and conditions contained therein.
TRADITION CAPITAL BANK
By:
Patrick Kasid, Senior Vice President
STATE OF MINNESOTA )
)ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this _____ day of
______________, 2025, by Patrick Kasid, the Senior Vice President of Tradition Capital Bank,
a Minnesota banking corporation, on behalf of said entity.
___________________________________
Notary Public
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AVIENDA VILLAS II ASSOCIATION CONSENT TO THIRD AMENDMENT TO
AVIENDA DECLARATION OF RECIPROCAL EASEMENTS AND OPERATING
AGREEMENT
THIS CONSENT TO THIRD AMENDMENT TO AVIENDA DECLARATION OF
RECIPROCAL EASEMENTS AND OPERATING AGREEMENT, made this _______ day of
____________, 2025, is granted by Avienda Villas II Association, a Minnesota nonprofit
corporation, the Homeowners Association for Avienda Villas II.
Avienda Villas II Association, a Minnesota nonprofit corporation, the Homeowners
Association for Avienda Villas II, hereby consents to the foregoing Third Amendment to Avienda
Declaration of Reciprocal Easements and Operating Agreement.
AVIENDA VILLAS II ASSOCIATION
By:
Its: _________________________________
STATE OF MINNESOTA )
)ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this _____ day of
______________, 2025, by _________________, the President of Avienda Villas II Association,
a Minnesota nonprofit corporation, on behalf of said entity.
___________________________________
Notary Public
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AVIENDA VILLAS I ASSOCIATION CONSENT TO THIRD AMENDMENT TO
AVIENDA DECLARATION OF RECIPROCAL EASEMENTS AND OPERATING
AGREEMENT
THIS CONSENT TO THIRD AMENDMENT TO AVIENDA DECLARATION OF
RECIPROCAL EASEMENTS AND OPERATING AGREEMENT, made this _______ day of
____________, 2025, is granted by Avienda Villas I Association, a Minnesota nonprofit
corporation, the Homeowners Association for Avienda Villas I.
Avienda Villas I Association, a Minnesota nonprofit corporation, the Homeowners
Association for Avienda Villas I, hereby consents to the foregoing Third Amendment to Avienda
Declaration of Reciprocal Easements and Operating Agreement.
AVIENDA VILLAS I ASSOCIATION
By:
Its: _________________________________
STATE OF MINNESOTA )
)ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this _____ day of
______________, 2025, by _________________, the President of Avienda Villas I Association,
a Minnesota nonprofit corporation, on behalf of said entity.
___________________________________
Notary Public
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THE TERRACES AT AVIENDA VILLAGE ASSOCIATION CONSENT TO THIRD
AMENDMENT TO AVIENDA DECLARATION OF RECIPROCAL EASEMENTS AND
OPERATING AGREEMENT
THIS CONSENT TO THIRD AMENDMENT TO AVIENDA DECLARATION OF
RECIPROCAL EASEMENTS AND OPERATING AGREEMENT, made this _______ day of
____________, 2025, is granted by The Terraces at Avienda Village Association, a Minnesota
nonprofit corporation, the Homeowners Association for The Terraces at Avienda Village.
The Terraces at Avienda Village Association, a Minnesota nonprofit corporation, the
Homeowners Association for The Terraces at Avienda Village, hereby consents to the foregoing
Third Amendment to Avienda Declaration of Reciprocal Easements and Operating Agreement.
THE TERRACES AT AVIENDA VILLAGE
ASSOCIATION
By:
Its: _________________________________
STATE OF MINNESOTA )
)ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this _____ day of
______________, 2025, by _________________, the President of The Terraces at Avienda
Village Association, a Minnesota nonprofit corporation, on behalf of said entity.
___________________________________
Notary Public
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CITY OF CHANHASSEN CONSENT TO THIRD AMENDMENT TO AVIENDA
DECLARATION OF RECIPROCAL EASEMENTS AND OPERATING AGREEMENT
THIS CONSENT TO THIRD AMENDMENT TO AVIENDA DECLARATION OF
RECIPROCAL EASEMENTS AND OPERATING AGREEMENT, made this _______ day of
____________, 2025, is granted by the City of Chanhassen, a municipal corporation under the laws
of Minnesota.
The City of Chanhassen, a municipal corporation under the laws of Minnesota, the owner of
Community Center Lot, hereby consents to the foregoing Third Amendment to Avienda Declaration
of Reciprocal Easements and Operating Agreement.
CITY OF CHANHASSEN
By:
Its: _________________________________
By:
Its: _________________________________
STATE OF MINNESOTA )
)ss.
COUNTY OF CARVER )
The foregoing instrument was acknowledged before me this _____ day of
______________, 2025, by _________________ and _______________, the ______________
and ___________, respectively, of the City of Chanhassen, a municipal corporation under the laws
of Minnesota, on behalf of said entity.
___________________________________
Notary Public
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EXHIBIT “A”
LEGAL DESCRIPTION OF THE PROPERTY AND DESIGNATION OF NON-
RESIDENTIAL LOT, MEDIUM DENSITY RESIDENTIAL LOT, HIGH DENSITY
RESIDENTIAL DENSITY LOT, MIXED USE LOT, AND COMMUNITY CENTER
LOT
The “Property”
Lot 1, Block 1; Outlots A, B, and C, CHANHASSEN BLUFFS, Carver County, Minnesota.
Note for Information Purposes: Outlot A, AVIENDA TOWNHOMES, Carver County, Minnesota
is not part of the “Property.”
Lots 1-5, Block 1; Lots 1-3, Block 2; Lots 1-7, Block 3; Lots 1-5, Block 4; Lots 1-11, Block 5;
Lots 1-8, Block 6; Outlots B, C, D, and F, VILLAS AT AVIENDA, Carver County, Minnesota.
Note for Information Purposes: There are no Outlots A and E, VILLAS AT AVIENDA, Carver
County, Minnesota.
Lots 1-4, Block 1; Lots 1-4, Block 2; Lots 1-4, Block 3; Lots 1-4, Block 4; Lots 1-3, Block 5; Lots
1-4, Block 6; Lots 1-4, Block 7; Lots 1-4, Block 8; Lots 1-4, Block 9; Lots 1-3, Block 10; Lots 1-
4, Block 11; Lots 1-4, Block 12; Lots 1-3, Block 13; and Lots 1-4, Block 14; Outlot A , AVIENDA
ROWHOMES Carver County, Minnesota.
Lot 1, Block 1, and Outlot A, AVIENDA APARTMENTS, Carver County, Minnesota.
Designation of Non-Residential Lot, Medium Density Residential Lot, High Density Residential
Lot, Mixed Use Lot, and Community Center Lot
“Community Center Lot”
Lot 1, Block 1; CHANHASSEN BLUFFS, Carver County, Minnesota.
“Medium Density Residential Lot” (Numbers (1), (2), and (3) below each designate a separate
Medium Density Residential Lot)
(1) Lots 1-5, Block 1; Lots 1-3, Block 2; Lots 1-7, Block 3; Lots 1-5, Block 4; Lots 1-11, Block
5; Outlots B and C; VILLAS AT AVIENDA, Carver County, Minnesota (collectively,
“Avienda Villas II”).
(2) Lots 1-8, Block 6; Outlot F; VILLAS AT AVIENDA, Carver County, Minnesota
(collectively, “Avienda Villas I”).
(3) Lots 1-4, Block 1; Lots 1-4, Block 2; Lots 1-4, Block 3; Lots 1-4, Block 4; Lots 1-3, Block
5; Lots 1-4, Block 6; Lots 1-4, Block 7; Lots 1-4, Block 8; Lots 1-4, Block 9; Lots 1-3,
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Block 10; Lots 1-4, Block 11; Lots 1-4, Block 12; Lots 1-3, Block 13; and Lots 1-4, Block
14; Outlot A, AVIENDA ROWHOMES Carver County, Minnesota (collectively, “The
Terraces at Avienda Village”).
“High Density Residential Lot”
Lot 1, Block 1, AVIENDA APARTMENTS, Carver County, Minnesota.
“Non-Residential Lot”
None.
“Mixed Use Lot”
None.
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TEMPORARY STORMWATER MAINTENANCE AGREEMENT/
BEST MANAGEMENT PRACTICE FACILITIES
THIS TEMPORARY STORMWATER MAINTENANCE AGREEMENT is made and
entered into as of the ______ day of _____________, 2025 (“Effective Date”), by and between
LEVEL 7 DEVELOPMENT, LLC, a Minnesota limited liability company (the “Owner”) and the
CITY OF CHANHASSEN, a Minnesota municipal corporation (the “City”).
RECITALS
A. The Owner has received final plat approval for the Avienda Apartments plat
(“Plat”);
B. The Owner is the fee owner of the real property located in Carver County,
Minnesota legally described as Outlot A, Avienda Apartments, Carver County, Minnesota,
according to the recorded plat thereof (“Property”); and
B. The Owner has conveyed Lot 1, Block 1, Avienda Apartments (“Lot 1”) to Avienda
Apartments Owner, LLC for development of an apartment building; and
C. The final plans for the Plat, (“Plans”), which are expressly made a part hereof, as
approved or to be approved by the City, provides for detention/retention of stormwater within the
confines of the Property for the benefit of Lot 1; and
D. The City and the Owner agree that the health, safety, and welfare of the residents
of the City of Chanhassen, Minnesota, require that on-site stormwater management/BMP facilities
be constructed and maintained on the Property; and
E. The City requires that on-site stormwater management/BMP facilities
(“Stormwater Facilities”) as shown on the Plans be constructed and adequately maintained by the
Owner as a condition of final plat approval; and
F. The Owner is required to enter into this Agreement as a condition of the approval of
the Plat and grant to the City a license to enter the Property to inspect and, if necessary, complete
work required under the terms of this Agreement.
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NOW, THEREFORE, in consideration of mutual covenants of the parties set forth herein
and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Construction of Stormwater Improvements. Owner shall construct or cause to
be constructed the Stormwater Facilities in accordance with the plans and specifications identified
in the Plans or pursuant to any modification of the Plans approved by the City during construction
of the Stormwater Facilities as provided in Exhibit A. The Owner shall submit to the City any
updates with “as builts” for the Stormwater Facilities within 1 year of installation. If Plan
modification substantially changes the size, location, or operations and maintenance of the
stormwater facility the owner shall provide updated Exhibits to the City.
2. Maintenance of Stormwater Improvements.
A. The owner of the Stormwater Facilities from time-to-time, including but not limited
to, Owner and its successors and assigns (collectively, but each only during their period of
ownership, the “Responsible Party”) shall adequately maintain the Stormwater Facilities in
accordance with the Stormwater Maintenance Plan and the City engineering standards for
stormwater treatment facilities attached hereto as Exhibit A. This includes all pipes, channels, and
other conveyances built to convey stormwater to the facility, as well as all structures,
improvements, and vegetation provided to control the quantity and quality of the stormwater.
Adequate maintenance is herein defined as good working condition so that these facilities are
performing their design functions.
B. The Owner will perform the work necessary to keep these Stormwater Facilities in
good working order as appropriate. In the event a maintenance schedule for the Stormwater
Facilities (including sediment removal) is outlined in Exhibit B, schedule will be followed and
comply with all federal, state, and local regulations relating to the disposal of material.
3. Inspection and Reporting. The Responsible Party shall cause the Stormwater
Facilities to be inspected and submit an inspection report annually and shall be responsible for the
payment of any associated costs. The purpose of the inspection is to assure safe and proper
functioning of the facilities. The inspection shall cover the entire facilities, berms, outlet structure,
pond areas, access roads, buffers, etc. Deficiencies shall be noted in the inspection report. A
storage treatment basin will be considered inadequate if it is not compliant with all requirements
of the approved Plan and City engineering standards set forth in Exhibit B.
4. City Access and Maintenance Rights.
A. The Owner hereby grants permission to the City, its authorized agents and
employees, to enter upon the Property and to inspect the stormwater management/BMP facilities
whenever the City deems necessary. The City shall provide the Responsible Party, its successors
and assigns, copies of the inspection findings and a directive to commence with the repairs if
necessary (“Inspection Report”).
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B. In the event the Responsible Party, its successors and assigns, fails to maintain the
Stormwater Facilities in good working condition acceptable to the City, and such failure continues
for 60 days after the City gives the Responsible Party written notice of such failure, the City may
enter upon the Property and take whatever steps necessary, including excavation and the storage
of materials and equipment, to correct deficiencies identified in the Inspection Report. The City’s
notice shall specifically state which maintenance tasks are to be performed. The City may charge
the costs, including assessing the City’s costs to the Responsible Party’s property taxes, to the
Responsible Party. This provision shall not be construed to allow the City to erect any structure of
permanent nature outside of the area of the Stormwater Facilities. It is expressly understood and
agreed that the City is under no obligation to routinely maintain or repair said Stormwater
Facilities, and in no event shall this Agreement be construed to impose any such obligation on the
City. In addition, Responsible Party agrees that it is, and will be, solely responsible to address
complaints and legal claims brought by any third party with regard to the maintenance and
operation and the consequences there from the Stormwater Facilities. The Responsible Party shall
defend and hold the City harmless from any such third-party claim, except to the extent of the
City’s or its agents’, contractors’ or employees’ negligence or willful misconduct.
5. Reimbursement of Costs. The Responsible Party shall reimburse the City for all
costs incurred by the City in the enforcement of this Agreement, or any portion thereof, including
court costs and reasonable attorneys’ fees.
6. Indemnification. This Agreement imposes no liability of any kind whatsoever on
the City. The Responsible Party shall indemnify and hold harmless the City and its officials,
employees, agents, contractors, and volunteers against any and all claims, demands, losses,
damages, and expenses (including reasonable attorneys’ fees) arising out of or resulting from the
Responsible Party or the Responsible Party’s agents’ or employee’s negligent or intentional acts,
or any violation of any safety law, regulation or code in the performance of this Agreement,
without regard to any inspection or review made or not made by the City, its officials, employees,
agents, contractors, or volunteers, or failure by the City, its officials, employees, agents
contractors, or volunteers to take any other prudent precautions. In the event the City, upon the
failure of the Responsible Party to comply with any conditions of this Agreement, performs said
conditions pursuant to its authority in this Agreement, the Responsible Party shall indemnify and
hold harmless the City, its employees, agents and representatives from any cost, damage or harm,
except to the extent resulting from its or their own negligent acts in the performance of the
Responsible Party’s required work under this Agreement. Failure to perform any of the
Responsible Party’s required work shall not be considered negligence by the City, its employees,
agents or representatives.
7. Notice. All notices required under this Agreement shall either be personally
delivered or be sent by certified or registered mail and addressed as follows:
To the Owner: Level 7 Development, LLC
c/o Mark Nordland
200 Southdale Center
Edina, MN 55435
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With copy to:
P.O. Box 439
St. Bonifacius, Mn 55375
And copy to:
Larry M. Wertheim
KENNEDY & GRAVEN, Chartered
700 5th Street Towers
150 So. 5th Street
Minneapolis, MN 55402
To the City: City of Chanhassen
7700 Market Boulevard
P.O. Box 147
Chanhassen, Minnesota 55317
Attn: City Manager
All notices given hereunder shall be deemed given when personally delivered or two business days
after being placed in the mail properly addressed as provided herein.
8. Term. This Agreement shall commence upon the Effective Date and terminate upon
the substantial completion of a regional stormwater facility on the Property as required under the
Development Contract for Plat and the City and Owner entering into a Stormwater Maintenance
Agreement for the Property for a regional stormwater pond.
9. Successors/Covenants Run with Property. All duties and obligations of Owner
under this Agreement shall also be duties and obligations of Owner’s successors and assigns. The
terms and conditions of this Agreement shall run with the Property.
[Remainder of page intentionally left blank]
[Signature pages (2) follow]
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OWNER:
LEVEL 7 DEVELOPMENT, LLC,
a Minnesota limited liability company
By:
Its:
STATE OF )
) ss.
COUNTY OF )
This instrument was acknowledged before me on the _____ day of October, 2025, by
______________________________ as ___________________ of LEVEL 7 DEVELOPMENT, LLC, a
Minnesota limited liability company, for and on behalf of said limited liability company.
Notary Public
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CITY OF CHANHASSEN
By:
Elise Ryan, Mayor
(SEAL)
And:
Laurie Hokkanen, City Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF CARVER )
The foregoing instrument was acknowledged before me this ________ day of ______________,
2025, by Elise Ryan and by Lauire Hokkanen, respectively the Mayor and City Manager of the City
of Chanhassen, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the
authority granted by its City Council.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
CAMPBELL KNUTSON
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Telephone: (651) 452-5000
AMP
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EXHIBIT A
TO
STORMWATER MAINTENANCE AGREEMENT
STORMWATER BMP EXHIBIT
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EXHIBIT B
TO
STORMWATER MAINTENANCE AGREEMENT
Stormwater Facility Operation and Maintenance Plan and Inspection Checklist
The Owner, shall be vested with and shall be responsible for conducting an annual inspection of the
stormwater facility as depicted in Exhibit A and attached hereto, utilizing the stormwater facility
maintenance inspection checklist, attached hereto, and shall make any repairs to the stormwater facility
necessary for its intended design and function, as determined by the City’s Water Resources Engineer
for the remaining life of the Stormwater Facility.
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(attach inspection checklist here )
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MORTGAGE HOLDER CONSENT
TO
STORMWATER MAINTENANCE AGREEMENT
(Temporary Stormwater Pond)
THIS CONSENT TO TEMPORARY DRAINAGE EASEMENT AGREEMENT, made this
_______ day of October, 2025, is granted by TRADITION CAPITAL BANK, a Minnesota banking
corporation.
For One Dollar and other good and sufficient consideration, in hand received, Tradition Capital
Bank, which holds a Combination Mortgage, Assignment of Leases and Rents, Security Agreement and
Fixture Financing Statement dated July 1, 2021, recorded July 2, 2021, as Document No. A728034,
executed by Level 7 Development, LLC, a Minnesota limited liability company, as amended, on the
property legally described in the foregoing Temporary Stormwater Maintenance Agreement, hereby
consents to the foregoing Temporary Stormwater Maintenance Agreement and agrees to be bound by all
the terms and conditions contained therein.
TRADITION CAPITAL BANK
By:
Patrick Kasid, Senior Vice President
STATE OF MINNESOTA )
)ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this _____ day of October, 2025, by
Patrick Kasid, the Senior Vice President of Tradition Capital Bank, a Minnesota banking corporation,
on behalf of said entity.
___________________________________
Notary Public
DRAFTED BY:
CAMPBELL KNUTSON
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
651-452-5000
AMP
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215387v2
(reserved for recording information)
ENCROACHMENT AGREEMENT
(Sidewalk, Road, Curb Cuts, Drive Aisles, Parking Areas, and Related Infrastructure)
AGREEMENT made this ____ day of October, 2025, by and between the CITY OF
CHANHASSEN, a Minnesota municipal corporation (“City”), and AVIENDA APARTMENTS
OWNER, LLC, a Delaware limited liability company (“Owner”).
1. BACKGROUND. Owner is the fee owner of certain real property located in the City
of Chanhassen legally described as follows:
Lot 1 Block 1, Avienda Apartments, according to the recorded plat thereof, Carver
County, Minnesota
having a street address of 9150 Kestrel Drive (“Subject Property”). The City owns easements for
drainage and utility purposes over portions of the Subject Property (“Easement Areas”). Owner
desires to construct and install on the Subject Property sidewalks, a road, curb cuts, drive aisles,
parking areas, and related infrastructure and improvements (the “Improvements”) which encroach
on the Easement Areas as depicted on the attached Exhibit “A” (consisting of 2 pages) (the
“Encroachment Area”).
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215387v2
2. ENCROACHMENT AUTHORIZATION. The City hereby approves the
encroachment on the Easement Areas for the Improvements subject to the conditions set forth in this
Agreement. Further conditions of encroachment approval are:
The City shall have no responsibility to maintain or repair the Improvements
located within the Easement Areas; provided, however, that the City shall be
financially responsible for any maintenance or repair necessitated by the gross
negligence or willful misconduct of the City, its agents or contractors.
The Improvements located in the Easement Areas must not materially impact
or increase water drainage on the abutting properties or cause any material
adverse drainage patterns or erosion to the abutting properties.
Owner agrees that the Improvements shall be constructed consistent with the
plans approved by the City, as applicable.
Owner agrees that the Improvements shall be constructed consistent with all
applicable federal, state and local laws and regulations and shall obtain all
necessary permits for the placement of the Improvements on the Subject
Property.
Owner, its successors and assigns, are fully responsible and liable for any and
all damage caused to the Improvements (except as otherwise provided in the
Public Pedestrian Access Easement Agreement between Owner and the City
dated of even date herewith) located on the Subject Property and in the
Easement Areas.
Owner, its successors and assigns, will own and maintain the Improvements
located within the Easement Areas.
3. HOLD HARMLESS AND INDEMNITY. In consideration of being allowed to
encroach in the Easement Areas, Owner, for itself, its successors and assigns, hereby agrees to
indemnify and hold the City harmless from any damage to the Improvements located in the Easement
Areas, caused in whole or in part by the encroachment in the Easement Areas.
4. OPERATOR. Notwithstanding anything in this Agreement to the contrary, the City
acknowledges and agrees that some or all of the Improvements may be maintained, repaired, replaced,
and operated by the “Operator” under that certain Avienda Declaration of Reciprocal Easements and
Operating Agreement dated as of December 29, 2022, and recorded in the Office of the County
Recorder in and for Carver County, Minnesota on December 29, 2022 as Document No. A756037, as
amended by that certain First Amendment to Avienda Declaration of Reciprocal Easements and
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Operating Agreement dated May 21, 2025, and recorded in the Office of the County Recorder in and
for Carver County, Minnesota on May 22, 2025 as Document No. A786585, as further amended by that
certain Second Amendment to Avienda Declaration of Reciprocal Easements and Operating Agreement
dated September 4, 2025, and recorded in the Office of the County Recorder in and for Carver County,
Minnesota on September 5, 2025 as Document No. A790584, and as further amended by that certain
Third Amendment to Avienda Declaration of Reciprocal Easements and Operating Agreement dated of
even date herewith and recorded in the Office of the County Recorder in and for Carver County,
Minnesota (collectively, the “Declaration”). The City shall provide any notice required under Section
5 of this Agreement to the Operator in addition to Owner.
5. TERMINATION OF AGREEMENT. If the City determines, in its reasonable
discretion, that some or all of the Improvements unreasonably interfere with the City’s right to occupy
and use the Easement Areas for drainage or utility purposes, the City will give the then owner of the
Subject Property notice of the interference and Owner shall have thirty (30) days to remedy the
unreasonable interference; provided, however, that if the interference is of a nature that it cannot
reasonably be remedied within such thirty (30) day period, Owner shall have such additional time as
is reasonably necessary provided that Owner commences to remedy the interference during such
thirty (30) day period and thereafter diligently pursues the remedy to completion. If Owner fails to
remedy the interference, the City may terminate this Agreement, in whole or in part, at any time upon
ten (10) days’ prior written notice to Owner. Promptly after receipt of any written notice of
termination, Owner shall remove the Improvements, as applicable to the extent it impacts the
Easement Areas. If Owner fails to remove the Improvements, as applicable, within said 30-day
period, the City may remove the same and Owner shall be responsible for reimbursement of the
reasonable and actual out-of-pocket costs incurred by the City in connection therewith.
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Alternatively, the City may require temporary removal of the Improvements, at the Owner’s
expense, at any time by giving the then owner of the Subject Property one hundred twenty (120) days’
advance written notice, except that no notice period will be required in the case of an emergency
condition as determined solely by the City. If the Owner fails to remove the Improvements as directed,
the City may remove the same and the Owner shall be responsible for reimbursement of the reasonable
and actual out-of-pocket costs incurred by the City in connection therewith.
5. RECORDING. This Agreement shall run with the land and shall be recorded against
the title to the Subject Property.
[Remainder of page intentionally left blank.]
[Signature pages to follow.]
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CITY OF CHANHASSEN
By ___________________________________
(SEAL) Elise Ryan, Mayor
And __________________________________
Laurie Hokkanen, City Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF CARVER )
The foregoing instrument was acknowledged before me this _______ day of October, 2025,
by Elise Ryan and by Laurie Hokkanen, respectively the Mayor and City Manager of the City of
Chanhassen, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the
authority granted by its City Council.
____________________________________
Notary Public
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AVIENDA APARTMENTS OWNER, LLC,
a Delaware limited liability company
By: Avienda Apartments Venture, LLC,
a Delaware limited liability company
Its: Sole Member
By: IDP Avienda, LLC,
a Minnesota limited liability company
Its: Managing Member
By:
Anne Behrendt
Its: Authorized Signer
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ______ day of October, 2025, by
Anne Behrendt, as Authorized Signer of IDP Avienda, LLC, a Minnesota limited liability company,
as Managing Member of Avienda Apartments Venture, LLC, a Delaware limited liability company,
as Sole Member of AVIENDA APARTMENTS OWNER, LLC, a Delaware limited liability
company, on behalf of the entity.
___________________________________
Notary Public
DRAFTED BY:
CAMPBELL KNUTSON,
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Telephone: (651) 452-5000
AMP
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EXHIBIT “A”
Page 1 of 2
Encroachment Area
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Page 2 of 2
95